Agenda Item A.1
CPMS CONSENT CALENDAR
Meeting Date: June 27, 2023
TO: Mayor and Councilmembers
FROM: Jaime A. Valdez, Neighborhood Services Director
CONTACT: Chuck Flacks, Homelessness Services Coordinator SUBJECT: Award of Contract for Rental Housing Mediation Services with City of Santa Barbara for Fiscal Year 2023/24
RECOMMENDATION:
Authorize the City Manager to execute a Professional Services Agreement between the City of Goleta and the City of Santa Barbara’s Rental Housing Mediation Program for one year in an amount not to exceed $60,000 with a termination date of June 30, 2024.
BACKGROUND:
The City of Santa Barbara’s Rental Housing Median Program (“RHMP”) has pr ovided a wide range of rental housing mediation services to the City for the benefit of its residents since incorporation, except for Fiscal Year (FY) 2010-11. These services include, but are not limited to the following:
- RHMP staff consultations (specifi cally and expressly excluding legal advice) regarding California tenant/landlord rights and responsibilities and fair housing; - - Information, sample letters, printed materials on tenant/landlord rights and responsibilities and other materials relating to rental housing disputes and mediation;
- Collaborative interaction and referrals to social service agencies as needed for rapid re-housing and prevention of homelessness; and
- RHMP staff conducted mediations by telephone or in-person, with consenting parties to resolve rental-housing disputes.
Typically, the RHMP program serves approximately 30 Goleta residents per quarter or 120 per fiscal year. Because of the confidentiality of the proceedings, the results of the mediations are not publicly available. However, without these services, Goleta tenants and landlords may not have readily available alternative information about their rights and responsibilities. Such services provide significant advantages in preventing homelessness where mediation may result in alternatives to eviction. 1 Meeting Date: June 27, 2023
The RHMP program provides its services to those who request such services for as long as necessary to reach resolution. Some cases take over 14 hours, according to the RHMP staff.
DISCUSSION:
On April 20, 2023, the City is sued a Request for Proposals (RFP) for Fair Housing Services due May 5, 2023. The request specified that the City was seeking both fair housing services and rental housing mediation.
The City received proposals from The Legal Aid Foundation of Santa Barbara County for fair housing, and from Conflict Solutions Center for mediation services. Neither proposal adequately addressed the City’s need. At that time the City of Santa Barbara’s Rental Housing Mediation Program did not submit a bid in response to the RFP, citing the need to wait for the City of Santa Barbara’s budget to pass.
Upon passage of the City of Santa Barbara’s budget, on June 14th, 2023, the City received a formal bid for the same scope of services that RHMP had provided for the past 19 years.
Given that the City has been generally satisfied with the services provided by RHM P, Neighborhood Services staff determined that the RHMP proposal was the most comprehensive and served the greatest number of people based on the cost.
Fair housing educa tion and community awareness are important requirements of the City’s Housing Element Section HE 3.1 which requires that the City collaborate with the RHMP or similar organizations “ in support of efforts to eliminate discrimination on the basis of race, color, religion, marital status, disability, age, sex, family (including gender identity or sexual orientation), familial status (due to pregnancy or the presence of children), national origin, or other arbitrary factors consistent with state and federal fai r housing law, and will continue to require nondiscrimination provisions in rental agreements and deed restrictions for housing, including Below Market Rate (BMR) housing units subject to City-required affordability agreements.” In addition, this service helps to advance one of the four goals of the City’s Homelessness Strategic Plan which is “Prevent At -Risk Individuals from Becoming Homeless (Homelessness Prevention).”
FISCAL IMPACTS:
The Goleta portion of the RHMP budget is 13% according to the City of Santa Barbara.
They have requested a 33% increase in cost for this Fiscal Year. There are sufficient funds in 101 -60-6200-51300 and 423 -60-6200-54013 to cover this program for FY 2023/24.
2 Meeting Date: June 27, 2023
ALTERNATIVES:
Based on the results from the RFP, there is no feasible alternative to the Rental Housing Mediation Program in the region. The City of Santa Barbara would not commit to more than another year of service, and they requested a 33% increase for the coming fis cal year. Thus, there is concern about the program’s sustainability.
City of Goleta staff did not research the possibility of recruiting an agency outside of the County of Santa Barbara to provide these services. Such a larger RFP might be an alternative.
Reviewed By: Legal Review By: Approved By:
___________________ ___________________ _________________ Kristine Schmidt Megan Garibaldi Robert Nisbet
Assistant City Manager City Attorney City Manager
ATTACHMENTS:
1. Agreement For Rental Housing Mediation Program Services Between the City of Goleta and the City of Santa Barbara for FY 2023/24
3 Attachment 1
Agreement For Rental Housing Mediation Program Services Between The City of Goleta and The City of Santa Barbara for FY 2023/24
4 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
Project Name: Rental Housing Mediation Program
AGREEMENT FOR RENTAL HOUSING MEDIATION PROGRAM SERVICES
BETWEEN THE CITY OF GOLETA
AND
CITY OF SANTA BARBARA
This AGREEMENT FOR RENTAL HOUSING MEDIATION PROGRAM
SERVICES (herein referred to as “AGREEMENT”) is made and entered into this 27th day of June, 20 23 by and between the CITY OF GOLETA, a municipal corporation (hereinafter referred to as “CITY”), and CITY OF SANTA BARBARA, a municipal corporation (herein referred to as "CITY OF SANTA BARBARA").
SECTION A. RECITALS
1. The CITY has a need to provide fair housing services by:
a. Providing information on landlord/tenant rights and responsibilities to residents living in rental housing in the City of Goleta; and b. Providing telephone, virtual and in-person mediations to parties in rental housing disputes residing in the City of Goleta; and c. Informing City of Goleta residents of the services available to them.
2. The CITY does not have the personnel able and/or available to perform the services required under this AGREEMENT, and therefore, the CITY desires to contract for professional services to accomplish this work; and
3. The CITY procured these services in compliance with Goleta Municipal Code Section 3.05.260; and
4. The City Council, on this 27th day of June 2023, approved this AGREEMENT and authorized the City Manager to execute the AGREEMENT.
SECTION B. TERMS
1. RETENTION AS CITY OF SANTA BARBARA
CITY hereby retains CITY OF SANTA BARBARA , and CITY OF SANTA BARBARA hereby accepts such engagement, to perform the services described in Section 2. CITY OF SANTA BARBARA warrants it has the qualifications, experience, and facilities to properly and timely perform said services.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 5 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
2. DESCRIPTION OF SERVICES
The services to be performed by CITY OF SANTA BARBARA are as follows:
CITY OF SANTA BARBARA offers fair housing services through its Community Development Department, Housing and Human
Services Division which operates the Rental Housing Mediation Program (RHMP). SANTA BARBARA, through its RHMP program offers information on landlord/tenant rights and responsibilities.
CITY OF SANTA BARBARA through its RHMP program also
provides mediation services pursuant to the Dispute Resolution Programs Act Statutes and Regulations as set forth in the California Business and Professions Code Section 465 et seq, and in Title 16, Division 36 of the California Code of Regulations. RHMP mediates disputes between any combination of parties: landlord -tenant, roommate-roommate, property manager -tenant and sublessor - sublessee. Rental housing disputes generally concern security deposits, termination of tenancies, habitability and repair, invasion of privacy, rent increases, forcible evictions and general information, including but not limited to: lease termination, retaliatory eviction , rent withholding, repair and deduct, abandonment, last month’s rent, change in terms of tenancy, late fees, co -tenants, sub-tenants, and guests.
CITY OF SANTA BARBARA shall deliver to CITY the deliverables defined as follows:
a. Staff consultation (spec ifically and expressly excluding legal advice) regarding California Tenant/Landlord Rights and Responsibilities and Fair Housing;
b. Information, sample letters, printed materials on Tenant/Landlord Rights and Responsibilities and other materials relating to rental housing disputes and mediation. Available for distribution in person, email and fax;
c. Collaborative interaction and referrals to social service agencies as needed for rapid re-housing and prevention of homelessness; d. Staff -conducted mediations by telephone, virtual, and in -person with consenting parties to resolve rental -housing disputes. Parties’ terms of agreement can be memorialized in mutually agreed upon binding settlement agreements written by staff and signed by the parties. These agreements can be admissible and enforceable in a DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 6 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
court of law. Mediations, can take up to 14 hours of staff time depending on various factors, including the special needs of persons with disabilities, and whether or not translation is required; e. Public speak ing, outreach, and education on mediation as an alternative to costly legal resolutions to rental housing disputes; and f. Administrative tasks associated with the above.
3. COMPENSATION AND PAYMENT
(a) Maximum and Rate. The total compensation payable to CITY OF SANTA BARBARA by CITY for the services under this AGREEMENT SHALL NOT EXCEED the sum of $60,000 (herein "not to exceed amount"), and shall be earned as the work progresses on the following basis:
CITY agrees to pay CITY OF SANTA BARBARA a flat fee of $60,000 for th e term of this agreement payable at the rate of $15,000 per quarter. The fee is a flat fee, not hourly, and provides for an unlimited provision of information on tenant/landlord rights and responsibilities and mediations to parties in rental h ousing disputes to residents residing in the City of Goleta as further described in Section 3 of this Agreement. CITY shall pay the quarter fee on or before the following dates: November 1, 2023; February 1, 2024; May 1, 2024 and July 31, 2024.
(b) Payment. CITY OF SANTA BARBARA shall provide CITY with written verification of the actual compensation earned, which written verification shall be in a form satisfactory to CITY's Project Manager, as described in Section
5. Invoices shall be made no more frequently than on a monthly basis, and describe the work performed (including a list of hours worked by personnel classification). All payments shall be made within 30 days after CITY’s approval of the invoice.
(c) Quarterly Status Report Content . CITY OF SANTA BARBAR A shall provide City with a quarterly report accompanying its invoices. Each quarterly report shall include:
(i) A detailed itemized accounting of the services provided; (ii) A monthly summary of the workload, including number of Goleta residents assisted and the type of services provided; (iii) A quarterly summary of the workload, including number of Goleta residents assisted and the type of services provided; and DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 7 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
(iv) A year -to-date summary of the number of Goleta residents assisted and the type of services provided.
4. EXTRA SERVICES
CITY shall pay CITY OF SANTA BARBARA for those CITY authorized extra services, not reasonably included within the services described in Section 2, as mutually agreed to writing in advance of the incurrence of extra services by CITY OF SANTA BARBAR A. Unless CITY and CITY OF SANTA BARBARA have agreed in writing before the performance of extra services, no liability and no right to claim compensation for such extra services or expenses shall exist. The applicable hourly rates for extra services shall be at the hourly rates set forth in Exhibit B, if one is included as part of this agreement. Any compensation for extra services shall be part of the total compensation and shall not increase the not to exceed amount identified in Section 3.
5. CITY PROJECT MANAGER AND SERVICES BY CITY
The services to be performed by CITY OF SANTA BARBARA shall be accomplished under the general direction of, and coordinate with, CITY's "Project Manager", as that staff person is designated by CITY from time to time, and who presently is Chuck Flacks, Homelessness Services Coordinator. Project Manager shall have the authority to act on behalf of the CITY in administering this AGREEMENT but shall not be authorized to extend the term of the AGREEMENT or increase the not to exceed amount.
6. TERM, PROGRESS AND COMPLETION
The term of this AGREEMENT is from the date first written above to June 30, 2024 unless term of this AGREEMENT is extended, or the AGREEMENT is terminated as provided for herein.
CITY OF SANTA BARBARA shall not commence work on the services to be performed until (i) CITY OF SANTA BARBARA furnishes proof of insurance as required by Section 10 below, and (ii) CITY gives written authorization to proceed with the work provided by CITY's Project Manager.
7. OWNERSHIP OF DOCUMENTS
All drawings, designs, data, photographs, reports and other documentation (other than CITY OF SANTA BARBARA 's drafts, notes and internal memorandum), including duplication of same prepared by CITY OF SANTA BARBARA in the performance of these serv ices, are the property of CITY. CITY shall be entitled to immediate possession of the same upon completion of the work under this AGREEMENT, or at any earlier or later time when requested by CITY.
CITY agrees to hold CITY OF SANTA BARBARA harmless from a ll damages, DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 8 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
claims, expenses, and losses arising out of any reuse of the plans and specifications for purposes other than those described in this AGREEMENT, unless written authorization of CITY OF SANTA BARBARA is first obtained.
8. PERSONAL SERVICES/NO ASSIGNMENT/SUBCONTRACTOR
This AGREEMENT is for professional services which are personal to CITY.
Andrea Bifano, Rental Housing Mediation Supervisor , is deemed to be specially experienced and is a key member of CITY OF SANTA BARBARA's firm, and shall be direct ly involved in the performance of this work. This key person shall communicate with, and periodically report to, CITY on the progress of the work.
Should any such individual be removed from assisting in this contracted work for any reason, CITY may terminate this AGREEMENT. This AGREEMENT may not be assigned or subcontracted without the City Manager’s prior written consent.
9. HOLD HARMLESS AND INDEMNITY
(a) Hold Harmless for CITY OF SANTA BARBARA's Damages. CITY OF SANTA BARBARA holds CITY, its elected officials, officers, agents, and employees, harmless from all of CITY OF SANTA BARBARA's claims, demands, lawsuits, judgments, damages, losses, injuries or liability to CITY OF SANTA BARBARA, to CITY OF SANTA BARBARA 's employees, t o CITY OF SANTA BARBARA’s contractors or subcontractors, or to the owners of CITY OF SANTA BARBARA's firm, which damages, losses, injuries or liability occur during the work required under this AGREEMENT, or occur while CITY OF SANTA BARBARA is on CITY pro perty, or which are connected, directly or indirectly, with CITY OF SANTA BARBARA 's performance of any activity or work required under this AGREEMENT.
(b) Defense and Indemnity of Third Party Claims/Liability. CITY OF SANTA BARBARA shall investigate, defend, and indemnify CITY, its elected officials, officers, agents, and employees, from any claims, lawsuits, demands, judgments, and all liability including, but not limited to, monetary or property damage, lost profit, personal injury, wrongful death, general l iability, automobile, infringement of copyright/patent/trademark, or professional errors and omissions arising out of, directly or indirectly, an error, negligence, or omission of CITY OF SANTA BARBARA or any of CITY OF SANTA BARBARA ’s officers, agents, employees, representatives, subconsultants, or subcontractors, or the willful misconduct of CITY OF SANTA BARBARA or any of CITY OF SANTA BARBARA’s officers, agents, employees, representatives, subconsultants OF SANTA BARBARAs, or subcontractors, in performing the services described in, or normally associated with, this type of contracted work. The duty to defend shall include any suits or actions concerning any activity, product or work required under this AGREEMENT, and also include the payment of all court costs, attorney fees, expert witness costs, investigation costs, claims adjusting costs and any other costs required for and related thereto.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 9 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
(c) No Waiver. CITY does not waive, nor shall be deemed to have waived, any indemnity, defense or hold harmless rights under this section because of the acceptance by CITY, or the deposit with CITY, of any insurance certificates or policies described in Section 10.
10. INSURANCE
CITY OF SANTA BARBARA shall, at CITY OF SANTA BARBARA 's sole cost and expense, provide insurance as described herein. All insurance is to be placed with insurers authorized to do business in the State of California with an A.M. Best and Company rating of A- or better, Class VII or better, or as otherwise approved by CITY.
Insurance shall include the following (or broader) coverage:
a) Insurance Services Office Commercial Liability coverage “occurrence” form CG 00 01 or its exact equivalent with an edition date prior to 2004 and with minimum limits of $1,000,000 per occurrence and $2,000,000 general aggregate.
b) Insurance Services Office form number CA 00 01 or equivalent covering Automobile Liability, including hired and non -owned automobile liability with a minimum limit of $1,000,000 per accident. If the Service Provider owns no vehicles, this requirement may be satisfied by a non -owned and hired auto endorsement to Service Provider’s commercial general liability policy.
c) Workers’ Compensation insurance complying with California worker’s compensation laws, including statutory limits for wor kers’ compensation and an Employer’s Liability limit of $1,000,000 per accident or disease.
d) Professional liability insurance that covers the services to be performed in connection with this agreement, in the minimum amount of $1,000,000 per claim.
Liability insurance policies required to be provided by CITY OF SANTA BARBARA hereunder shall contain or be endorsed to contain the following provisions:
a) Except for professional liability insurance, CITY, its employees, officials, agents and member agen cies shall be covered as additional insureds. Coverage shall apply to any and all liability arising out of the work performed or related to the contract. Additional insured status under the general liability requirement shall be provided on Insurance DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 10 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
Services Office Form CG 20 10, with an edition date prior to 2004, or its equivalent. Additional insured status for completed operations shall be provided either in the additional insured form or through another endorsement such as CG 20 37, or its equivalent.
b) General and automobile liability insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability. Coverage will not be limited to CITY’s vicarious liability.
c) Professional liability insurance policies inception date, continuity date, or retroactive date must be before the effective date of this agreement.
CITY OF SANTA BARBARA agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
d) Except for professional liability insurance, l iability coverage shall be primary and non-contributing with any insurance maintained by CITY.
e) Evidence of coverage (including the workers’ compensation and employer’s liability policies) shall provide that coverage shall not be suspended, voided, canceled or reduced in coverage or in limits except after 30 days’ prior written notice h as been given to CITY. Such provision shall not include any limitation of liability of the insurer for failure to provide such notice.
f) No liability insurance coverage provided to comply with this AGREEMENT shall prohibit CITY OF SANTA BARBARA, or CITY OF SANTA BARBARA’s employees, or agents, from waiving the right of recovery prior to a loss. CITY OF SANTA BARBARA waives its right of recovery against CITY.
g) CITY OF SANTA BARBARA agrees to deposit with CITY within fifteen days of Notice to Proceed of the Contract certificates of insurance and required endorsements.
h) There shall be no recourse against CITY for payment of premiums or other amounts with respect to the insurance required to be provided by CITY OF SANTA BARBARA hereunder. Any failure, actual or alleged, on the part of CITY to monitor compliance with these requirements will not be deemed as a waiver of any rights on the part of CITY. CITY has no additional obligations by virtue of requiring the insurance set forth herein. In the event any policy of insurance required under this AGREEMENT does not comply with these requirements or is canceled and not replaced, CITY has the right but not the duty to obtain the DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 11 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
insurance it deems necessary and any premium paid by CITY will be promptly reimbur sed by CITY OF SANTA BARBARA or CITY will withhold amounts sufficient to pay premium from CITY OF SANTA BARBARA payments.
i) CITY OF SANTA BARBARA agrees to provide immediate notice to CITY of any claim or loss against CITY OF SANTA BARBARA arising out of the work performed under this AGREEMENT. CITY assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve CITY.
11. RELATIONSHIP OF CITY OF SANTA BARBARA TO CITY
The relationship of the CITY OF SANTA BARBARA to CITY shall be that of an independent contractor and that in no event shall CITY OF SANTA BARBARA be considered an officer, agent, servant or employee of CITY. CITY OF SANTA BARBARA shall be solely responsible for any workers compensation insurance, withholding taxes, unemployment insurance, and any other employer obligations associated with the described work.
12. CORRECTIONS
In addition to the above indemnification obligations, CITY OF SANTA BARBARA shall correct, at its expense, all errors in the work that may be disclosed during CITY's review of CITY OF SANTA BARBARA 's report or plans. Should CITY OF SANTA BARBARA fail to make such correction in a reasonably timely manner, such correction sha ll be made by CITY, and the cost thereof shall be charged to CITY OF SANTA BARBARA or withheld from any funds due to CITY OF SANTA BARBARA hereunder.
13. TERMINATION BY CITY
CITY, by notifying CITY OF SANTA BARBARA in writing, may upon 10 calendar days’ notice, terminate without cause any portion or all of the services agreed to be performed under this AGREEMENT. If termination is for cause, no notice period need be given. In the event of termination, CITY OF SANTA BARBARA shall have the right and obligation to immediately assemble work in progress for the purpose of closing out the job. All compensation for actual work performed and charges outstanding at the time of termination shall be payable by CITY to CITY OF SANTA BARBARA within 30 days following submission of a final statement by CITY OF SANTA BARBARA unless termination is for cause. In such event, CITY OF SANTA BARBARA shall be compensated only to the extent required by law.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 12 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
14. ACCEPTANCE OF FINAL PAYMENT CONSTITUTES RELEASE
The acceptance by CITY OF SANTA BARBARA of the final payment made under this AGREEMENT shall operate as and be a release of CITY from all claims and liabilities for compensation to CITY OF SANTA BARBARA for anything done, furnished, or relating to CITY OF SANTA BARBARA 'S work or services.
Acceptance of payment shall be any negotiation of CITY's check or the failure to make a written extra compensation claim within 10 calendar days of the receipt of that check. However, approval or payment by CITY shall not constitute, n or be deemed, a release of the responsibility and liability of CITY OF SANTA BARBARA, its employees, subcontractors, agents and CITY OF SANTA BARBARA s for the accuracy and competency of the information provided and/or work performed; nor shall such approva l or payment be deemed to be an assumption of such responsibility or liability by CITY for any defect or error in the work prepared by CITY OF SANTA BARBARA, its employees, subcontractors, agents and CITY OF SANTA BARBARAs.
15. AUDIT OF RECORDS
At any time du ring normal business hours and as often as it may deem necessary, CITY OF SANTA BARBARA shall make available to a representative of CITY for examination of all its records with respect to all matters covered by this AGREEMENT and will permit CITY to audit, examine and/or reproduce such records. CITY OF SANTA BARBARA will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two years after termination or final payment under this AGREEMENT.
16. WAIVER; REMEDIES CUMULATIVE
Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such party 's right to demand strict compliance by such other party in the future. No waiver by a party of a default or breach of the other party shall be effective or binding upon such party unless made in writing by such party, and no such waiver shall be implied from any omissions by a party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a party under this AGREEMENT, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or electi on of remedies with respect to any other permitted or available right of remedy.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 13 City of Goleta Agreement with City of Santa Barbara
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17. CONFLICT OF INTEREST
CITY OF SANTA BARBARA is unaware of any CITY employee or official that has a financial interest in CITY OF SANTA BARBARA'S business. During the term of this AGREEMENT and/or as a result of being awarded this AGREEMENT, CITY OF SANTA BARBARA shall not offer, encourage or accept any financial interest in CITY OF SANTA BARBARA 'S business by any CITY employee or official.
18. CONSTRUCTION OF LANGUAGE OF AGREEMENT
The provisions of this AGREEMENT shall be construed as a whole according to its common meaning of purpose of providing a public benefit and not strictly for or against any party. It shall be construed consistent with the provisions hereof, in order to a chieve the objectives and purposes of the parties. Wherever required by the context, the singular shall include the plural and vice versa, and the masculine gender shall include the feminine or neutral genders or vice versa.
19. MITIGATION OF DAMAGES
In all situations arising out of this AGREEMENT, the parties shall attempt to avoid and minimize the damages resulting from the conduct of the other party.
20. GOVERNING LAW
This AGREEMENT, and the rights and obligations of the parties, shall be governed and interpreted in accordance with the laws of the State of California.
Should litigation occur, venue shall be in Superior Court of Santa Barbara County.
21. NONDISCRIMINATION
CITY OF SANTA BARBARA shall not discriminate on the basis of race, color, gender, gender identity/expression, pregnancy, sexual orientation, disability, marital status, or any other characteristic protected under applicable federal or state law.
22. TAXPAYER IDENTIFICATION NUMBER
CITY OF SANTA BARBARA shall provide CITY with a complete Request for Taxpayer Identification Number and Certification, Form W -9 (Rev. October 2018), as issued by the Internal Revenue Service.
23. NON-APPROPRIATION OF FUNDS
Payments due and payable to CITY OF SANTA BARBARA for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY funds. In the event CITY has not DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 14 City of Goleta Agreement with City of Santa Barbara
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appropriated sufficient funds for payment of CITY OF SANTA BARBARA services beyond the current fiscal year, this AGREEMENT shall cover only those costs incurred up to the conclusion of the current fiscal year.
24. MODIFICATION OF AGREEMENT
The tasks described in this AGREEMENT and all other terms of this AGREEMENT may be modifi ed only upon mutual written consent of CITY and CITY OF SANTA BARBARA.
25. USE OF THE TERM “CITY”
Reference to “ CITY” in this AGREEMENT includes City Manager or any authorized representative acting on behalf of CITY.
26. PERMITS AND LICENSES
CITY OF SANTA BARBARA, at its sole expense, shall obtain and maintain during the term of this AGREEMENT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this AGREEMENT.
27. CAPTIONS
The captions or headings in this AGREEMENT are for convenience only and in no other way define, limit or describe the scope or intent of any provision or section of the AGREEMENT.
28. AUTHORIZATION
Each party has expressly authorized the execution of this AGREEMENT on its behalf and bind said party and its respective administrators, officers, directors, shareholders, divisions, subsidiaries, agents, employees, successors, assigns, principals, partners, joint venturers, insurance carriers and any others who may claim through it to this AGREEMENT.
29. ENTIRE AGREEMENT BETWEEN PARTIES
Except for CITY OF SANTA BARBARA 'S proposals and submitted representations for obtaining this AGREEMENT, this AGREEMENT supersedes any other agreements, either oral or in writing, betwe en the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 15 City of Goleta Agreement with City of Santa Barbara
Rental Housing Mediation Program
30. PARTIAL INVALIDITY
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.
31. NOTICES
Any notice required to be given hereunder shall be deemed to have been given by depo siting said notice in the United States mail, postage prepaid, and addressed as follows:
TO CITY: Attention: Robert Nisbet, City Manager
City of Goleta
130 Cremona Drive, Suite B
Goleta, CA 93117
TO CITY OF SANTA
BARBARA: Attention: Laura Dubbels,
Housing & Human Services Manager
City of Santa Barbara
P.O. Box 1990
Santa Barbara, CA 93102-1990
32. COUNTERPARTS AND ELECTRONIC/FACSIMILE SIGNATURES
This Agreement may be executed in several counterparts, which may be facsimile or electronic copies. Each counterpart is fully effective as an original, and together constitutes one and the same instrument.
DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 16 City of Goleta Agreement with City of Santa Barbara
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In concurrence and witness whereof , this AGREEMENT has been executed by the parties effective on the date and year first above written.
CITY OF GOLETA CITY OF SANTA BARBARA
_____________________________ _____________________________ Robert Nisbet, City Manager Elias Isaacson, Community Development Director
ATTEST
_____________________________ _____________________________ Deborah Lopez, City Clerk Laura Dubbles, Housing & Human Services Manager
APPROVED AS TO FORM: APPROVED AS TO FORM:
MEGAN GARIBALDI, CITY ATTORNEY
_____________________________ ______________________
Scott Shapses, Deputy City Attorney Sarah Knecht, City Attorney DocuSign Envelope ID: 410345AD-8970-430D-B068-2883281BA122 17